March 30, 2020

Business alert: ICSA issues further guidance on AGMs during the coronavirus outbreak

AGM during coronavirus

The guidance includes:

1.   Can AGMs be validly held? Yes, but general meetings will need to be held in a different way whilst the stay at home measures are in force.

2.   Are shareholders able to attend meetings? Shareholders will not be able to attend general meetings whilst the stay at home measures are in force. Their attendance (other than as required to form a quorum) will not fall within the “essential for work purposes” category. Any notice of an AGM should make clear that shareholders may not attend in person, will be refused entry and should vote by proxy.

3.   Quorum. The quorum should be capable of satisfaction by two director and/or employee shareholders attending with resolutions being passed by proxy votes in conjunction with the votes of those director and/or employee shareholders attending. The number of individuals physically present should be kept to an absolute minimum.

4.   Chair. The proxy form should appoint the chairman of the meeting as proxy (rather than a named individual who may be unable to attend).

5.   Venue. Where a meeting has been convened and the venue subsequently becomes unavailable, if the articles of association permit the board to move or postpone the meeting the board should consider relocating it to an alternative location. Where the articles do not permit the board to postpone or relocate the meeting, the meeting should be adjourned to an alternative venue. This can be done by those planning to attend to form the quorum (being the two director and/or employee shareholders) attending the unavailable venue and triggering the adjournment or relocation.

The full guidance is available here.

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